Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of New Director
On January 12, 2021, Alarm.com Holdings, Inc. (the "Company") appointed Rear
Admiral (Ret.) Stephen Evans to serve on the Company's Board of Directors (the
"Board") as a Class II director effective as of February 1, 2021. Admiral Evans
will serve for the term expiring at the Company's 2023 Annual Meeting of
Stockholders or until his earlier death, resignation or removal. Admiral Evans
has also been appointed to the Nominating and Corporate Governance Committee of
the Board effective as of February 1, 2021.
Admiral Evans, 57, retired in 2020 from the United States Navy where he most
recently served as Special Advisor to the Commander, Naval Operations. Admiral
Evans served as Senior Advisor, Deputy U.S. Military, NATO Military Committee
from 2019 to 2020, as Commander, George H. W. Bush Carrier Strike Group from
2017 to 2019 and as Commander, Naval Service Training Command from 2015 to 2017.
Prior to that, during his more than twenty years of service in the United States
Navy, Admiral Evans held a variety of leadership positions. Admiral Evans earned
a B.A. at The Citadel and a M.A. in National Security Affairs from the U.S.
Naval War College.
Admiral Evans will be compensated in accordance with the Company's standard
compensation arrangements for non-employee directors, which are described in
greater detail in the Company's definitive proxy statement on Schedule 14A
relating to its 2020 Annual Meeting of Stockholders, which was filed with the
Securities and Exchange Commission (the "Commission") on April 23, 2020.
In connection with his appointment, Admiral Evans and the Company will enter
into the Company's standard form of indemnity agreement, the form of which was
previously filed with the Commission as Exhibit 10.9 to Amendment No. 1 to the
Company's Registration Statement on Form S-1 filed with the Commission on June
11, 2015.
Admiral Evans was not selected as a director pursuant to any arrangements or
understandings with the Company or with any other person, and there are no
related party transactions between the Company and Admiral Evans that would
require disclosure under Item 404(a) of Regulation S-K.
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